NEPTUNES POINT OF VIEW…….
note the purchase price – when it was originally announced several months ago the price was A$31.39m, but now A$29.09m – saved A$2.3m thru forex changes.
Media Release 23 November 2009
Neptune Completes Acquisition of Aberdeen’s Submersible Technology Services
Perth, Western Australia: Neptune Marine Services Ltd (ASX: NMS) today announced that it has completed the acquisition of Aberdeen based Submersible Technology Services (Holdings) Limited (“STS”), a leading provider of remotely operated vehicle (“ROV”) and survey support
services to the offshore oil and gas industry.
Neptune acquired 100% of the issued capital of STS for GBP£16 million (approx. AUD$29.09million*) (plus an adjustment for STS working capital less debt at completion of the acquisition) with added conditional consideration based on STS’s EBITDA performance for the calendar
year 2009.
Approximately 95% of the acquisition price was paid in cash with the balance via the issue of 1,530,811 fully paid ordinary shares at $0.787 each calculated on 10 day VWAP prior to 20 November 2009. The shares were issued to the vendors Bill Rodger, Barry Stewart and Graeme Welsh personally, and will be held in voluntary holding lock until 20 November 2010.
The majority of funding for the acquisition was via an extension of Neptune’s existing bank facilities with the National Australia Bank, with the balance from the company’s cash reserves.
Under the terms of the agreement, STS senior management Bill Rodger and Barry Stewart and all full time employees will remain with the business to help drive its future growth and development.
Neptune’s Managing Director and CEO, Christian Lange, said the acquisition would immediately contribute to the group’s expansion into the UK and other major international markets, particularly in the provision of ROV services.
“At the time of acquisition, the STS fleet of inspection and work class ROVs was operating throughout Europe, Asia, North America and the Middle East,” he revealed.
“With more than 30 years industry experience and offices in Aberdeen (HQ), Bahrain and Singapore, STS will immediately accelerate Neptune’s scale and geographic spread in the ROV market, enabling us to provide operators in the international oil and gas industry with a full range of support services across the areas of exploration drilling, pipeline and cable survey and inspection, subsea construction and platform inspection and maintenance.
“The addition of STS will also complement the specialised subsea capabilities of our established UK businesses, will provide opportunities for leveraging across the global business, will add to our growing blue chip customer base and will significantly boost Neptune’s presence in Aberdeen,” he added.
*Notional average foreign exchange rate of $1.818 as at 20 November 2009 for £1: British Pound equivalent
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